FOR IMMEDIATE RELEASE

Dec. 20, 1996 -- NationsBank Corporation shareholders today approved the
issuance of NationsBank stock to Boatmen's Bancshares Inc. shareholders in the
proposed merger of the two companies. NationsBank shareholders also approved an
amendment to the company's articles of incorporation to increase the authorized
number of shares of common stock to 1.25 billion and an amendment and
restatement of the company's key employee stock plan, which provides for an
additional 5 million shares for issuance under the plan.

The vote was taken at a special meeting of NationsBank shareholders in
Charlotte, N.C. At a special meeting of Boatmen's shareholders today in St.
Louis, Mo., Boatmen's shareholders approved the merger.

"This merger will create one of the strongest banks in the country," said Hugh
L. McColl Jr., chairman and CEO of NationsBank. "The shareholders of this
company have once again demonstrated not only their confidence in management and
the board, but also their vision for the future of banking."

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The NationsBank board of directors has elected five current directors of
Boatmen's to become NationsBank directors effective as of the closing of the
merger. The new NationsBank directors will be Andrew B. Craig III, currently
chairman and CEO of Boatmen's; B.A. Bridgewater Jr., chairman, President and CEO
of Brown Group, Inc.; C. Ray Holman, chairman and CEO of Mallinckrodt Group
Inc.; Russell W. Meyer Jr., chairman and CEO of The Cessna Aircraft Company; and
Albert E. Suter, senior vice chairman and COO of Emerson Electric Co. As of the
closing of the merger, Mr. Craig will be chairman of NationsBank and a member of
the NationsBank Executive Committee.

The NationsBank board of directors also has elected Richard B. Priory, President
and COO of Duke Power Company, to become a NationsBank director effective Jan.
1, 1997.

NationsBank received Federal Reserve Board approval for the merger on Dec. 16,
1996. The merger is expected to close in early January 1997.

NationsBank is the fifth-largest banking company in the United States with $188
billion in assets as of Sept. 30, 1996.

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Contact: Todd Rubenson     704 386-4401